TIDMEGS
RNS Number : 5665V
EG Solutions plc
03 November 2017
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
3 November 2017
RECOMMENDED CASH OFFER
for
eg solutions plc ("EG" or the "Company")
by
Verint WS Holdings Limited ("Verint")
effected by means of a Scheme of Arrangement under Part 26 of
the Companies Act 2006
Scheme of Arrangement becomes effective
Board changes
Summary
On 5 September 2017, the boards of EG and Verint WS Holdings
Limited ("Verint") announced that they had reached agreement on the
terms of a recommended cash acquisition for Verint to acquire the
entire issued and to be issued share capital of EG (the
"Scheme").
On 1 November 2017, EG announced that the Court had sanctioned
the Scheme at the Scheme Court Hearing held on 1 November 2017.
The board of EG is pleased to announce that, following the
delivery of the Scheme Court Order to the Registrar of Companies
for registration earlier today, the Scheme has now become effective
in accordance with its terms and the entire issued and to be issued
share capital of EG is now owned by Verint.
Full details of the Scheme, including full settlement details,
are in the scheme document published on 22 September 2017 in
relation to the Scheme (the "Scheme Document").
Settlement of Cash Consideration
Scheme Shareholders on the register of members of EG at the
Scheme Record Time are entitled to receive 112.5 pence in cash for
every Scheme Share held. Cash consideration to which Scheme
Shareholders are entitled pursuant to the Scheme will be settled
via CREST (for uncertificated Scheme Shareholders) or by cheque
(for certificated Scheme Shareholders) within 14 days of this
announcement (the "Announcement").
Cancellation of trading in EG Shares
An application has been made to the London Stock Exchange to
cancel the trading of Scheme Shares on the AIM Market of the London
Stock Exchange which is expected to take effect by no later than
7.00 a.m. (London time) on 6 November 2017.
Board changes
As the Scheme has now become Effective, EG announces that
Elizabeth Gooch, Nigel Payne, George Rolls and Michael Woolley have
tendered their resignations and will cease to be directors of the
Company following cancellation of trading in EG Shares. Robert
Krakauer has stepped down with immediate effect.
ENDS
CONTACTS
+44 (0) 1785
eg solutions plc 715772
Elizabeth Gooch
Michael Woolley
+44 (0) 1932
Verint WS Holdings Limited 509336
Alex Shipley
N+1 Singer (Nominated
adviser, broker and financial +44 (0)20
adviser to EG) 7496 3000
Shaun Dobson
Alex Price
KPMG LLP (Financial adviser +44 (0) 20
to Verint) 7311 1000
Helen Roxburgh
Michael Nicholson
Yellow Jersey PR Limited
(PR adviser to EG)
+44 (0) 7748
843871
Felicity Winkles +44 (0) 7769
Joe Burgess 325254
IMPORTANT NOTES
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer or
invitation to sell or purchase any securities, or the solicitation
of any offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to the Offer or
otherwise nor shall there be any sale, issuance or transfer of
securities of EG in any jurisdiction in contravention of applicable
law. The Offer will be effected solely through the Scheme Document
(or, if the Offer is implemented by way of a Contractual Offer, the
offer document) which contains the full terms and conditions of the
Offer. Any decision in respect of, or other response to, the Scheme
(or the Contractual Offer, if applicable) should be made only on
the basis of the information contained in the Scheme Document (or,
if applicable, the offer document). Each EG Shareholder is urged to
consult its independent professional advisers immediately regarding
the tax consequences of the Offer applicable to them.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
law and/or regulation and therefore any persons who are subject to
the laws and regulations of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
legal or regulatory requirements. Any failure to comply with the
applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Offer, disclaim any responsibility or liability for the
violation of such restrictions by any person.
The availability of the Offer to persons who are not resident in
the United Kingdom may be restricted by the laws and/or regulations
of the relevant jurisdictions in which they are located. Any
persons who are subject to the laws and regulations of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. Any failure to
comply with the applicable requirements may constitute a violation
of the laws and/or regulations of any such jurisdiction. Further
details in relation to overseas shareholders are contained in the
Scheme Document.
This Announcement has been prepared pursuant to and for the
purpose of complying with English law, the Code, the AIM Rules and
the Rules of the London Stock Exchange and the information
disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with
the laws of jurisdictions outside of England.
Copies of this announcement and formal documentation relating to
the Offer will not be, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from
any Restricted Jurisdiction or any jurisdiction where to do so
would violate the laws of that jurisdiction and persons receiving
such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send them in or into
or from any Restricted Jurisdiction. Doing so may render invalid
any related purported vote in respect of the Offer. If the Offer is
implemented by way of a Contractual Offer (unless otherwise
permitted by applicable law or regulation), the Contractual Offer
may not be made, directly or indirectly, in or into or from any
Restricted Jurisdiction
United States Shareholders
Shareholders in the United States should note that the Offer
relates to the shares of an English company and is proposed to be
made by means of a scheme of arrangement provided for under, and
governed by, English law. Neither the proxy solicitation nor the
tender offer rules under the US Securities Exchange Act of 1934, as
amended, will apply to the Scheme. Moreover, the Scheme will be
subject to the disclosure requirements and practices applicable in
the UK to schemes of arrangement, which differ from the disclosure
requirements of the US proxy solicitation rules and tender offer
rules. Financial information included in or referred to in this
document has been or will be prepared in accordance with accounting
standards applicable in the UK and may not be comparable to
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States.
EG is incorporated under the laws of England. All of the
officers and directors of EG are residents of countries other than
the United States. It may not be possible to sue EG in a non-US
court for violations of US securities laws. It may be difficult to
compel EG and its respective affiliates to subject themselves to
the jurisdiction and judgment of a US court.
The statements contained in this announcement are not to be
construed as legal, business, financial or tax advice.
This information is provided by RNS
The company news service from the London Stock Exchange
END
SOAMMMGMKFMGNZM
(END) Dow Jones Newswires
November 03, 2017 11:20 ET (15:20 GMT)
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